AGORA STANDARD PROFESSIONAL SERVICES TERMS AND CONDITIONS

1. Services. It is understood and agreed that Agora’s services may include advice and recommendations; but all decisions in connection with the implementation of such advice and recommendations shall be the responsibility of, and made by, Client. In the event of a claim by a third party relating to services under the Proposal or Engagement Letter to which these Standard Terms and Conditions are attached, Client will indemnify Agora and its personnel from all such claims, liabilities, costs, and expenses, except to the extent determined to have resulted from the negligence or intentional or willful misconduct of Agora personnel.

2. Payment of Invoices. Properly submitted invoices shall be due on receipt of the invoice by the Client. Without limiting its rights or remedies, Agora shall have the right to halt or terminate entirely its services until payment is received on past due invoices.

3. Travel and Related Project Expenses. All travel and related program expenses will be billed at cost, with no additional mark-up, when and as incurred for project completion. Travel will be discussed and agreed in advance between Agora and Client. For domestic air travel, Agora consultants will book and be reimbursed for economy, economy plus or the most reasonable equivalent fares. Agora will comply with Client travel policies as applicable, with any necessary deviations discussed and agreed in advance between Agora and Client.

4. Term. This Engagement shall terminate on completion of initially proposed budget and mutually agreed deliverables unless otherwise agreed in writing by Client and Agora. Upon any Client notice of unsatisfactory performance or unacceptable deliverables, Agora will have thirty (30) days to cure (the “Cure Period”) such performance or deliverables. If Agora is unable to resolve the performance issue within the Cure Period, Client may terminate the Engagement by giving a written notice seven (7) calendar days before the effective termination date, during which Agora will provide an orderly wind-down and transition of all work-in-process to Client. The Client will be obligated to pay for all services incurred through the date of termination, other than with respect to the unsatisfactory or unacceptable services or deliverables that have not been cured. Thirty (30) days prior to the anticipated Completion Date, Client may conduct an informal or formal assessment of remaining program scoping, priorities, status and remaining staffing needs.

5. Limitation on Warranties. This is a professional services engagement. Agora warrants that it will perform services hereunder in good faith and in a workmanlike manner consistent with industry standards reasonably applicable to the performance of the services. Agora disclaims all other warranties, either express or implied.

6. Limitation on Damages. Except for damages resulting from Agora’ breach of its confidentiality obligations, damage to personal property or bodily injury, or damages arising from third party claims of intellectual property infringement, Client agrees that Agora, its principals, and consultants shall not be liable to Client for any actions, damages, claims, liabilities, costs expenses, or losses in any way arising out of or relating to the services performed hereunder for an aggregate amount in excess of the fees paid by Client to Agora under this Engagement. Except for damages resulting from Agora breach of its confidentiality obligations, damage to personal property or bodily injury, in no event shall Agora, its principals, or consultants be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses, or losses (including, without limitation, lost profits and opportunity costs). In furtherance and not in limitation of the foregoing, Agora will not be liable in respect of any decisions made by Client as a result of the performance by Agora of its services hereunder. The provisions of this Paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense, or loss, whether in contract, statute, tort (including, without limitation, negligence), or otherwise.

7. Cooperation. Client shall reasonably cooperate with Agora in the performance by Agora of its services hereunder, including, without limitation, providing Agora with reasonable facilities and timely access to data, information, and personnel of Client reasonably necessary for Agora to provide the services hereunder. Client shall be responsible for the performance of its employees and agents and for the accuracy and completeness of all data and information provided to Agora for purposes of the performance by Agora of its services.

8. Force Majeure. Neither Client nor Agora shall be liable for any delays resulting from circumstances or causes beyond its reasonable control, including, without limitation, pandemic, fire or other casualty, act of God, strike or labor dispute, war or other violence, or any law, order or requirement of any governmental agency or authority.

9. Limitation on Actions. No action, regardless of form, arising under or relating to this Engagement, may be brought by either party more than one year after such party first becomes aware of the circumstances giving rise to the cause of action, except that an action for non-payment may be brought by a party not later than one year following the date of the last payment due to such party hereunder.

10. Confidentiality. Client and Agora acknowledge and agree that all information communicated to either Client or Agora by the other party in connection with the performance by a party under this Agreement shall be considered “Confidential Information.” As directed by Client, Agora will review, comment and ultimately execute the Client’s preferred non- disclosure and confidentiality agreements.

11. Survival. The provisions of Paragraphs 5, 6, 8, 9, and 10 hereof shall survive the expiration or termination of this Engagement.

12. Subcontractors. Agora’s business model includes providing highly experienced leaders and subject experts in a variety of roles and with a variety of industry and functional skill sets. Given the importance of providing relevant skills and experiences for each client Engagement, Agora routinely and consistently uses a combination of full-time and sub-contract staff with which Agora or its respective principals have had direct prior work experience. In each case, Agora has taken all reasonable and appropriate steps to ensure the suitability and capability of each resource assigned for this Engagement.

13. Invoicing. Invoices are due and payable upon receipt as noted on the Statement of Work.

14. Changes. Any changes to this Engagement Letter must be mutually agreed to in writing prior to such change being effective.

15. Assignment. Except as provided below, neither party may assign, transfer or delegate any of the rights or obligations hereunder without the prior written consent of the other party.

16. Severability. In the event that any term or provision of this Agreement shall be held to be invalid, void or unenforceable, then the remainder of this Agreement shall not be affected, impaired or invalidated, and each such term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

17. Entire Agreement. These terms, and the Statement of Work, Proposal or Engagement Letter to which these terms are appended, including Exhibits and Attachments, and the NDA, if any, constitute the entire Agreement between Agora and Client with respect to the subject matter hereof and supersede all other oral and written representation, understandings or agreements relating to the subject matter hereof.

18. Governing Law. These terms, and the Statement of Work, Proposal or Engagement Letter to which these terms are appended, including Exhibits and Attachments shall be governed by and construed in accordance